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Not for release, publication or distribution, in whole
or in part, in or into the United States, Canada, Australia or
Japan.

Aviva plc ("Aviva"), the world’s fifth1 largest
insurance and investment group, today announces that it has agreed
to acquire AmerUs Group Co. ("AmerUs") in a transaction recommended
by the Board of AmerUs, for approximately $2.9 billion2
(Ł1.6 billion) in cash, financed by a Ł900 million equity placing,
internal resources and external debt.

Aviva also announces a strong trading performance for the first
half of the current financial year.

Highlights

The acquisition of AmerUs will transform Aviva’s US
business, establishing a leading position in a high-growth segment
of the world’s largest savings market

Aviva H1 2006 EEV operating profit will not be less than Ł1.65
billion (2005: Ł1,318 million); worldwide life and pensions sales
growth is broadly in line with Q1 (up 20% at Q1 2006); interim
dividend expected to be around 10% higher compared with H1
2005

AmerUs is a leader in the high-growth US equity-indexed
market, ranking #1 in sales of equity-indexed life insurance and
#3 in sales of equity-indexed annuities, with $1.6 billion of
revenues and $327 million of operating income before tax in
20053

With earnings increasing by 27% CAGR over the last 5 years and
growing margins, AmerUs fits with Aviva’s strategy of
targeting profitable growth in the US, European, and Asian
long-term savings markets

AmerUs will be merged with Aviva USA and the combined team
will be led by Tom Godlasky, CEO of AmerUs. The headquarters will
be in Des Moines, Iowa, and the combined business will be called
Aviva

Aviva will pay $69 in cash per share of AmerUs, a 10% premium
to the closing price on 6 July 20064, which represents
12.5x the estimated earnings per share5,6 of AmerUs in
2007, 1.7x the adjusted book value7,8 of AmerUs (as at
31 March 2006) and 1.9x the estimated European Embedded
Value7,9 of AmerUs (as at 31 December 2006)

Aviva anticipates annual pre-tax cost savings of approximately
$45 million10. Significant revenue benefits will be
realised from the enhanced distribution platform and the superior
financial strength and ratings of Aviva

Aviva expects the transaction to be accretive to Group IFRS
and EEV operating earnings per share by 2007 and
20086,9, respectively, and to have an annual post-tax
return on investment of over 10%10,11 by 2009

The acquisition will be financed partly by a Ł900 million
underwritten placing of new Aviva shares, further details of which
are being separately announced today, and the balance from
internal resources and external debt

Richard Harvey, Group Chief Executive of Aviva
said:

"I’m pleased to announce both a strong trading update and
an important strategic move to transform our US business with the
acquisition of AmerUs.

"AmerUs is a well-managed, innovative and fast-growing business.
This acquisition establishes a leadership position within a key
segment of the world’s largest long-term savings market. In a
single move the combination of AmerUs’ national distribution
networks and the resources and expertise of Aviva, provides the
platform for significant profitable growth in the US."

Thomas Godlasky, Chief Executive Officer of AmerUs
said:

"We are looking forward to joining forces with one of the
world’s leading insurers. With the support and financial
strength of Aviva, we will be able to further enhance the growth
opportunities of our combined operations and take the new business
to the next level."

Trading update for Aviva

The directors of Aviva expect that, for the half-year ended 30
June 2006, EEV operating profit before tax will be not less than
Ł1.65 billion (2005: Ł1,318 million) and IFRS operating profit
before tax will be not less than Ł1.35 billion (2005: Ł943
million).

Aviva’s life and pensions new business sales growth and
margins are expected to be broadly in line with those achieved for
the first quarter of 2006. Aviva reported life and pensions new
business sales up 20% to Ł6,788 million on a PVNBP basis with
margins of 3.5%, in the first quarter of 2006.

Aviva’s general insurance operations are expected to
deliver a combined operating ratio ("COR") below 93%, ahead of its
stated target of 98%, and reflects favourable weather related
claims experience in the UK which contributed an estimated Ł125
million to the underwriting performance. Aviva reported a COR of
95% for the half-year ended 30 June 2005.

The 2006 interim dividend will be announced at the same time as
the half year results and will be an increase of around 10%
compared to the 2005 interim dividend.

Aviva will disclose its results for the half-year ended 30 June
2006 in full on 9 August 2006.

Trading update for AmerUs

AmerUs today announced its second quarter sales results for
2006:

"The company reported its annuity sales were $625.7 million, up
21 percent over first quarter of 2006. Sales of life insurance
products were $33.3 million, up 12 percent over first quarter of
2006.

The company also reported that, while it is still working to
finalize second quarter earnings results, it believes adjusted net
operating income results will be in line with First Call mean
estimates."

ANALYSTS: A conference call with
investors and analysts will take place at 08:30 hrs (BST). The
dial-in number is 020 7162 0025 for participants in the United
Kingdom and +44 (0)20 7162 0025 for international participants. A
remote replay will be available for 15 days from 13 July 2006 until
midnight on 28 July 2006 on +44 (0)20 7031 4064. The access code
for the replay is 712652. A slide presentation and a replay of the
conference call will also be accessible on the Aviva Group website
www.aviva.com later
today.

Strategic rationale

The acquisition of AmerUs establishes a leading presence for
Aviva in selected high-growth segments of the US retirement and
savings markets, providing an excellent fit with Aviva’s
strategy. Aviva will gain a leading position in the fast growing
equity-indexed annuity market, a core US tax-deferred savings
product, which currently represents only 13% of the individual
annuity market. In a single, financially attractive move,
Aviva’s US presence will expand four-fold and will represent
9% of Aviva Group’s life and pensions PVNBP in 2005, on a pro
forma basis, providing further geographical diversification.

Positioned for growth in the United States

Aviva considers the US retirement and savings market to be
strategically attractive. With an estimated $13 trillion of
retirement assets, the US is expected to continue to be the single
largest savings market over the next decade, representing more
absolute growth in life and pension products than any other region
of the world. Driving this growth is the expected retirement of
approximately 77 million "Baby Boomers". These favourable
demographic trends have already contributed to increased market
sales of equity-indexed annuities from just over $5 billion in 2000
to $27 billion in 2005, representing a compound annual growth rate
of 39%. As a result of this transaction, the combined business will
be well positioned to benefit from continued growth.

Delivering profitable growth

As a leading provider of equity-indexed life and annuity
products to this market segment in the United States, AmerUs has an
enviable track record of sustained growth, operating from an
efficient and scalable platform. Net income has increased from
$72.9 million in 2001 to $188.8 million in 2005, representing a
compound annual growth rate of 27%. AmerUs’ business model is
capital efficient with short product payback periods, and
attractive new business profitability, which delivered an unlevered
IRR of 12% for annuities and 14% for life product sales in 2005,
respectively12.

Enhanced distribution and financial strength to accelerate
growth

The combination of Aviva and AmerUs is expected to offer
significant revenue opportunities. The new company will benefit
from significantly broader distribution. Aviva USA currently
distributes its products via a network of 5,500 independent agents,
specialist brokers and bank distribution agreements. AmerUs sells
its products through a broad-based distribution system with
national scale. Proprietary distribution represented 83% of its
annuity sales in 2005. Life products are marketed through
diversified channels. Aviva believes that there is a compelling
case for the new company to be rated A+ by A.M. Best, in line with
Aviva USA’s current A.M Best rating, which will improve
access to additional distribution.

Management and organisation

The new combined organisation will be led by Tom Godlasky,
current AmerUs CEO, with senior management drawn from AmerUs and
Aviva USA. The management team for the new organisation has proven
industry expertise and a strong track record. The business will be
headquartered in Des Moines, Iowa, the current headquarters of
AmerUs. The combined business will be called Aviva.

Financial impact

Aviva and AmerUs have entered into a definitive merger agreement
which offers AmerUs shareholders $69 per share in cash. This values
AmerUs at approximately $2.9 billion2 (Ł1.6 billion),
and represents a premium of 10% to its closing price on 6 July
20064.

The purchase price represents 12.5x the estimated earnings per
share5,6 of AmerUs in 2007 and 1.7x the adjusted book
value7,8 of AmerUs as at 31 March 2006 (both stated on a
US GAAP basis) and 1.9x estimated European Embedded
Value7,9 as of 31 December 2006.

The merger of AmerUs with Aviva USA is expected to generate
annual cost savings of $45 million10 before tax by 2008.
These savings will arise from the elimination of duplicate
operations and reduced corporate overhead. Integration costs are
expected to be approximately $50 million before tax.

Aviva expects the acquisition to be accretive to IFRS and EEV
operating earnings per share by 2007 and 20086,9,
respectively, including synergies. The post-tax return on
investment is anticipated to be over 10%10,11 by 2009,
based on EEV operating earnings after tax including synergies.

Financing of the acquisition

Cash consideration for the entire share capital of AmerUs is
approximately $2.9 billion2, and in addition Aviva will
assume approximately $700 million of AmerUs debt and preferred
stock. Aviva intends to raise approximately Ł900 million ($1.7
billion) from an underwritten placing of new ordinary Aviva shares.
The placing represents approximately 45% of the aggregate
transaction value and approximately 5% of the issued ordinary share
capital of Aviva. The remaining funding requirement will be sourced
from Aviva’s internal resources and external debt. Further
details of the placing have been separately announced by Aviva
today.

Closing and other conditions

The acquisition, which will be effected through a statutory
merger in the United States, is subject to approval by a majority
of AmerUs’ common shareholders present and voting at a
meeting thereof to be convened as soon as practicable, and certain
conditions including customary insurance and other regulatory
consents. The transaction is expected to close by the end of the
fourth quarter of 2006.

The parties have agreed that AmerUs will make a payment to Aviva
of $90 million if the merger agreement is terminated in specified
circumstances, including the withdrawal of the recommendation of
the transaction by the AmerUs board, or the acceptance of a
competing bid by the AmerUs board, or the rejection of the
transaction by AmerUs’ shareholders following a bid for
AmerUs by a third-party.

This announcement does not constitute an offer to sell or
invitation to purchase any securities or the solicitation of any
vote for approval in any jurisdiction, nor shall there be any sale,
issue or transfer of the securities referred to in this
announcement in any jurisdiction in contravention of applicable
law. This announcement is not an offer of securities for sale in
the United States and securities may not be offered or sold
into the United States absent registration under the U.S.
Securities Act 1933, as amended, or an exemption therefrom.
There will be no public offering of securities in the United
States, the United Kingdom or elsewhere.

This announcement contains statements about Aviva and AmerUs
that are or may be forward looking statements. All statements other
than statements of historical facts included in this announcement
may be forward looking statements. Without limitation, any
statements preceded or followed by or that include the words
"targets", "plans", "believes", "expects", "aims"," intends",
"will", "may", "anticipates", "estimates", "projects", "assumes",
"seeks", "predicts", "would", "should", "possibly", "potential" or,
words or terms of similar substance or the negative thereof, are
forward looking statements. Forward looking statements include
statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management
strategies and the expansion and growth of Aviva’s or
AmerUs’ operations and potential synergies resulting from the
acquisition; and (iii) the effects of government regulation on
Aviva’s or AmerUs’ business.

Such forward looking statements involve risks and
uncertainties that could significantly affect expected results and
are based on certain key assumptions. Many factors could cause
actual results to differ materially from those projected or implied
in any forward looking statements. Due to such uncertainties and
risks, readers are cautioned not to place undue reliance on such
forward looking statements, which speak only as of the date hereof.
Aviva disclaims any obligation to update any forward looking or
other statements contained herein, except as required by applicable
law.

END NOTES

Based on worldwide gross written premiums in 2005.

Based on fully diluted share count of 42.7 million, as of 7
July 2006. Assumes treasury method for PRIDES settlement.

US GAAP. Pre-tax operating income represents total revenues
less benefits and operating expenses, including $22.6 million of
eliminations.

Over the closing price of an AmerUs share of $62.51 on 6 July
2006, the day before Aviva confirmed it was in discussions with
AmerUs.

Based on mean Thomson Financial earnings per share estimate of
$5.52 for fiscal year ending 31 December 2007; as of 6 July
2006.

Save for the statements relating to the trading update for
Aviva for the first six months of 2006, which include a profit
estimate in relation to that period, nothing in this announcement
should be construed as a profit forecast or be interpreted to mean
that Aviva's future earnings per share, or those of the combined
group, will necessarily match or exceed the historical published
earnings of Aviva and/or AmerUs.

Based on fully diluted share count as of 7 July 2006 of 44.8
million assuming gross method for PRIDES, and calculated pre
transaction costs and other costs related to change of
control.

Book value based on US GAAP, adjusted for other comprehensive
income and preferred stock.

The statements that the acquisition is expected to be
accretive to IFRS and EEV operating earnings per share by 2007 and
2008, respectively, relate to future actions and circumstances,
which, by their nature, involve risks, uncertainties and other
factors. These statements do not constitute a profit forecast and
should not be interpreted to mean that earnings for that year or
any subsequent financial period would necessarily match or be
greater than those for any preceding financial period. AmerUs does
not provide EEV or IFRS financial information, therefore all
references to EEV figures and impact on EEV and IFRS operating
earnings are based on Aviva management estimates.

The expected cost savings have been calculated on the basis of
the existing cost and operating structures of the Aviva and AmerUs
groups. These statements of estimated cost savings and one-off
costs for achieving them relate to future actions and
circumstances which, by their nature, involve risks, uncertainties
and other factors. Because of this, the cost savings referred to
may not be achieved, or those achieved could be materially
different from those estimated. This statement is not intended to
be a profit forecast and should not be interpreted to mean that
the earnings per share in 2006 or in any subsequent financial
period, would necessarily match or be greater than those for the
relevant preceding financial period.

The basis for return on investment includes all integration
and other costs related to change of control.

Allowing for capital at 325% of the NAIC Company Action Level
risk-based capital requirement.

Disclaimer notice

THE INFORMATION CONTAINED IN THIS PORTION OF THE WEBSITE
IS NOT INTENDED FOR ANYONE IN THE UNITED STATES, AUSTRALIA, CANADA,
OR JAPAN.

The acquisition of AmerUs (the "acquisition") and
related placing of new shares in Aviva plc ("the
placing")

NOTE: ELECTRONIC VERSIONS OF CERTAIN ANNOUNCEMENTS AND
INFORMATION RELATING TO THE PROPOSED ACQUISITION AND THE PLACING
ARE BEING MADE AVAILABLE ON THIS WEBSITE BY AVIVA IN GOOD FAITH AND
FOR INFORMATION PURPOSES ONLY.

Access to information relating to the acquisition and
the placing

Please read this notice carefully - it applies to all persons
who view this part of the website and, depending upon who you are
and where you live, it may affect your rights. This part of the
site contains information on the acquisition and the placing.
Please note that the disclaimer set out below may be altered or
updated from time to time. You should read it in full each time you
visit this part of the website.

For regulatory reasons, we have to ensure that you are aware of
the appropriate regulations for the country which you are in. To
allow you to view information about the acquisition and the
placing, you have to read the following and then press "I agree".
If you are unable to agree, you should press "I disagree" and you
will not be able to view information about the acquisition and the
placing.

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Viewing this information may not be lawful in certain
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Copies of any information on this part of the website are not
being, and must not be, directly or indirectly, mailed or otherwise
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custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send in any information available on this
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If you are not permitted to view the information relating to the
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The document(s) relating to the acquisition and the placing on
this website do not constitute an offer for sale of any securities
or an offer or an invitation to purchase any securities. In
particular, the document(s) on this website do not constitute an
offer of securities for sale in the US and the new Aviva shares
referred to in the documents have not been, and will not be,
registered under the US Securities Act of 1933, as amended, or
under the securities laws of any state, district or other
jurisdiction of the US, Australia, Canada or Japan and no
regulatory clearance in respect of the new Aviva shares has been,
or will be, applied for in any jurisdiction other than the UK.
Accordingly, absent registration or unless an exemption is
applicable under the US Securities Act of 1933 or other relevant
securities laws is applicable, the new Aviva shares are not being,
and may not be, offered, sold, resold, delivered or distributed,
directly or indirectly, in or into the US, Australia, Canada or
Japan or to, or for the account or benefit of, any US person or any
person resident in Australia, Canada or Japan. There will be no
public offering of the securities in the United States, the United
Kingdom or elsewhere.

Forward-looking Statements

The documents relating to the acquisition and the placing
contain forward-looking statements. All statements regarding the
future financial and operating results, benefits and synergies of
the transaction, future opportunities for the combined group and
any other statements about Aviva managements’ future
expectations, beliefs, goals, plans or prospects constitute forward
looking statements. Any statements that are not statements of
historical fact should also be considered to be forward looking
statements. There are a number of important factors that could
cause actual results or events to differ materially from those
indicated by such forward looking statements, including: the
ability to consummate the transaction, the ability of the combined
group to successfully integrate the businesses of Aviva and AmerUs
and their respective operations and employees; the ability to
realise anticipated synergies and cost savings and Aviva disclaims
any intention or obligation to update any forward looking
statements as a result of developments occurring after the date of
the relevant document.

Basis of access to information relating to the
acquisition and the placing

Access to the electronic version of any documents relating to
the acquisition and the placing is being made available on this
website by Aviva in good faith and for information purposes only.
Any person seeking access to this website represents and warrants
to Aviva that they are doing so for information purposes only.
Making the information on the acquisition and the placing available
in electronic format does not constitute an offer or an invitation
to purchase or sell any securities or the solicitation of any vote
or approval in any jurisdiction.

J.P.Morgan Securities Limited, JPMorgan Cazenove Limited, Hoare
Govett Limited and Morgan Stanley International Limited are acting
for Aviva and no one else in connection with the acquisition and
the placing and will not be responsible to anyone other than Aviva
for providing the protections afforded to clients of JP Morgan
Securities Limited, JP Morgan Cazenove Limited, Hoare Govett
Limited or Morgan Stanley International Limited nor for giving
advice in relation to the acquisition and the placing.

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